BRILLIANT ANNOUNCES CHANGE IN TERMS TO $600,000 BROKERED PRIVATE PLACEMENT
May 16, 2005

Brilliant Mining Corp. (the "Corporation") announces it has agreed with Pacific International Securities Inc. (the "Agent") to amend certain terms of the best efforts private placement previously announced on March 24, 2005.

The Corporation will now be offering ("Offering") up to 4,000,000 units ("Units") at a price of $0.15 per Unit for gross proceeds of up to $600,000. An aggregate of 2,000,000 Units ("FT Units") will each consist of one common share of the Corporation ("Common Share") which will be issued as a "flowthrough" share and one-half of a non-transferable share purchase warrant ("Warrant") and the remaining 2,000,000 Units will each consist of one Common Share and one Warrant. Each whole Warrant will entitle the holder to acquire one additional Common Share for a period of two years from closing at an exercise price of $0.25 per Common Share.

The Units will be offered to qualified purchasers in British Columbia, Alberta and such other jurisdictions as may be agreed upon between the Corporation and the Agent, in reliance upon exemptions from the prospectus requirements of such jurisdictions. The Offering is subject to certain conditions, including regulatory approval. The proceeds from the offering of the FT Units will be used to incur expenditures on the Corporation´s properties which qualify as Canadian Exploration Expenses.

The Agent will receive a commission equal to 10% of the gross proceeds of the Offering, which it may elect to receive in cash or in whole or in part, in non-FT Units (at a price of $0.15 per non-FT Unit) together with non-transferable compensation options which will entitle the Agent to acquire Common Shares equal to 10% of the number of Units sold at an exercise price of $0.20 per Common Share within two years of closing. In addition, the Corporation has agreed to pay the Agent a corporate finance fee of $20,000 and to pay the Agent´s reasonable costs and expenses related to the Offering.

Insiders of the Corporation may participate in the Offering. No commission will be paid to the Agent in connection with any Units purchased by Insiders of the Corporation.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

For more information, please contact:

Sean Mager, President and CEO at (780) 437-6624 ext.234

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.